Exhibit 10.4.2


 








SECOND
AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT


 


SECOND AMENDMENT TO
THE CREDIT AND GUARANTY AGREEMENT, dated as of January 11, 2018 (this “Second Amendment”), among PIPELINE
CYNERGY HOLDINGS, LLC, a Delaware limited liability company (“PCH”), PRIORITY INSTITUTIONAL PARTNER
SERVICES LLC, a Delaware limited liability company (“Priority Institutional”), PRIORITY PAYMENT SYSTEMS
HOLDINGS LLC, a Georgia limited liability company (“PPSH” or the “Borrower Representative”,
and PPSH, together with PCH and Priority Institutional, the “Borrowers” and each individually, a “Borrower”),
PRIORITY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, the other
Guarantors party hereto, each 2018 Converting Lender (as defined below) party hereto, each New 2018 Refinancing Term Lender (as
defined below) party hereto, each 2018 Incremental Term Loan Lenders party hereto, each Revolving Credit Lender party hereto and
SUNTRUST BANK, as administrative agent under the Credit Agreement referred to below (in such capacity, including any of its permitted
successors and assigns, the “Administrative Agent”), as Collateral Agent and as designated 2018 fronting lender
(in such capacity, the “Designated 2018 Fronting Lender”). All capitalized terms used herein (including
in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement
referred to below.


 


PRELIMINARY STATEMENTS


 


WHEREAS, the Borrowers
have entered into that certain Credit and Guaranty Agreement, dated as of January 3, 2017, among the Borrowers, Holdings, the other
Guarantors party thereto from time to time, the lenders party thereto from time to time (collectively, the “Lenders”
and each individually, a “Lender”), and SunTrust Bank, as Administrative Agent, an Issuing Bank, Swing
Line Lender and Collateral Agent (as amended, restated, amended and restated, supplemented and/or otherwise modified from time
to time to, but not including, the date hereof, the “Credit Agreement”);


 


WHEREAS, pursuant to
Section 2.25 of the Credit Agreement, the Borrowers wish to amend the Credit Agreement to enable them to incur Refinancing Term
Commitments in an aggregate amount of $198,000,000.00 (the “2018 Refinancing Term Commitments”), to (i)
prepay in full all outstanding Initial Term Loans on the 2018 Refinancing Effective Date (the “Refinanced Term Loans”),
(ii) pay all accrued and unpaid interest with respect to all Initial Term Loans on the 2018 Refinancing Effective Date (as defined
below) and (iii) pay all fees and expenses incurred in connection with this Second Amendment;


 


WHEREAS, each new Lender
agrees to make available 2018 Refinancing Term Loans (as defined below) to the Borrowers on the 2018 Refinancing Effective Date
on the terms and conditions set forth herein and in an amount equal to the amount set forth opposite its name on Exhibit A hereto
(such Lender providing for 2018 Refinancing Term Loans, a “2018 Refinancing Term Lender”);


 


WHEREAS, pursuant to
Section 2.24 of the Credit Agreement, the Borrower Representative has delivered an Incremental Loan Request to the Administrative
Agent requesting that lenders (each such lender, a “2018 Incremental Term Loan Lender” ) make a Term
Loan Increase as defined in the Credit Agreement (hereinafter referred to as the “2018 Incremental Term Loans”)
to the Borrowers on the 2018 Incremental Amendment Effective Date (as defined below) in an aggregate principal amount of $67,500,000
and the Administrative Agent, Holdings, the Borrowers and each 2018 Incremental Term Loan Lender have agreed, upon the terms and
subject to the conditions hereinafter set forth, to amend the Credit Agreement to provide for such 2018 Incremental Term Loans
from the 2018 Incremental Term Loan Lenders as set forth below, which 2018 Incremental Term Loans will be (x) added to (and constitute
a part of) the Initial Term Loans and (y) used, together with up to $3,800,000 of cash on hand, (i) to make the Special Dividend
(as defined below) and (ii) pay certain fees, premiums, costs and expenses incurred in connection with the foregoing transactions
(including, for the avoidance of doubt, the fees and expenses related to this Second Amendment and the other agreements, instruments
and documents to be exectued and delivered in connection with this Second Amendment and the incurrence of the 2018 Incremental
Term Loans);


 






    


     


    




 


WHEREAS, the parties
hereto have agreed, subject to the conditions to effectiveness set forth in (x) Section 4(a) hereof, to amend certain terms
of the Credit Agreement to (i) reduce the Applicable Margin applicable to the Initial Term Loans and Revolving Loans, and (ii)
make certain other modifications to the Credit Agreement set forth herein and (y) Section 4(b) hereof, to (i) amend certain
terms of the Credit Agreement to provide for the incurrence of the 2018 Incremental Term Loans (as defined below) and (ii) permit
the making of a Restricted Payment (the “Special Dividend”) by the Borrowers in connection with the acquisition
of Capital Stock from certain equityholders by Holdings (or a direct or indirect parent thereof); and


 


WHEREAS, pursuant to
the engagement letter (the “2017 Engagement Letter”), dated as of December 1, 2017 among Holdings and
SunTrust Robinson Humphrey, Inc. (“STRH”), STRH shall act as sole lead arranger and sole bookrunner
with respect to this Second Amendment and the 2018 Incremental Term Loans contemplated hereby;


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed that:


 


SECTION 1.          Rules
of Construction. The rules of construction specified in Section 1.03 of the Credit Agreement shall apply to this Second Amendment,
including the terms defined in the preamble and recitals hereto.


 


SECTION
2.          Refinancing Amendment.


 


(a)           Subject
to the satisfaction (or waiver in writing) of the conditions set forth in Section 4(a) hereof, the Credit Agreement is hereby
amended as follows:


 


(i)            Subject
to the terms and conditions set forth herein, each 2018 Refinancing Term Lender severally agrees to make 2018 Refinancing
Term Loans available to the Borrowers on the 2018 Refinancing Effective Date in an amount equal to the amount set forth
opposite its name on Exhibit A hereto. On the 2018 Refinancing Effective Date, (x) the Refinanced Term Loans will be repaid
in full, (y) all outstanding Obligations in respect of the Refinanced Term Loans shall have been repaid in full and (z) each
Term Lender that is not also a 2018 Refinancing Term Lender will cease to be a Term Lender. It is understood and agreed that
(x) the 2018 Refinancing Term Loans being made pursuant to this Second Amendment shall constitute “Refinancing Term
Loans” as defined in the Credit Agreement and pursuant to Section 2.25 of the Credit Agreement and (y) the Refinanced
Term Loans being refinanced shall constitute “Refinanced Debt” as defined in the Credit Agreement and pursuant to
Section 2.25 of the Credit Agreement. The 2018 Refinancing Term Loans shall be on terms substantially identical to the
Refinanced Term Loans (including as to maturity, Guarantors, Collateral (and ranking) and payment priority) or (taken as a
whole) not more favorable to the 2018 Refinancing Term Lenders than the terms of the Refinanced Term Loans and such terms are
set forth in the Credit Agreement and the other Credit Documents as modified by this Second Amendment (including as to
Applicable Margin, fees and call protection).


 




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(ii)           The Administrative Agent has notified each 2018 Refinancing Term Lender of its allocated 2018 Refinancing Term Commitment,
and each 2018 Refinancing Term Lender, by providing its 2018 Refinancing Term Commitment and/or agreeing to the Term Loan
Conversions (as defined below), as applicable, has consented to the terms of this Second Amendment and, in the case of any
New 2018 Refinancing Term Lender not a party to the Second Amendment, shall become a party to the Credit Agreement (as
amended by this Section 2 of this Second Amendment) pursuant to one or more Assignment Agreements. On the 2018 Refinancing
Effective Date, all then outstanding Refinanced Term Loans shall be refinanced in full as follows:


 


		(A)	the outstanding aggregate principal amount of Refinanced Term Loans of each Initial Term Lender
which (i) is an existing Initial Term Lender under the Credit Agreement with respect to Refinanced Term Loans immediately prior
to giving effect to this Section 2 of this Second Amendment (each, an “Existing Lender”) and (ii) is
not a 2018 Converting Lender (a Lender meeting the
requirements of the immediately preceding clauses (i) and (ii), each, a “Non-Converting Lender”) shall
be repaid in full in cash with respect to its Refinanced Term Loans with the proceeds of the 2018 Refinancing Term Loans;



  


		(B)	to the extent any Existing Lender has a 2018 Refinancing Term Commitment that is less than its
full outstanding aggregate principal amount of Refinanced Term Loans, such Existing Lender shall be repaid in full in cash in an
amount equal to the difference between the outstanding aggregate principal amount of Refinanced Term Loans of such Existing Lender
and such Existing Lender’s 2018 Refinancing Term Commitment (the “Non-Converting Portion”);



 


		(C)	the outstanding aggregate principal
                                         amount of Refinanced Term Loans of each Existing Lender that has a 2018 Refinancing Term
                                         Commitment (each, a “2018
                                         Converting Lender”) shall automatically be converted into 2018 Refinancing
                                         Term Loans (each, a “Converted
                                         2018 Refinancing Term Loan”) in a principal amount equal to such
                                         2018 Converting Lender’s outstanding Refinanced Term Loans less an amount equal
                                         to such 2018 Converting Lender’s Non-Converting Portion of such 2018 Converting
                                         Lender’s Refinanced Term Loans, if any (the “Term
                                         Loan Conversion”); and



 


		(D)	(1)
each Person that is either a Non-Converting Lender or is not an Existing Lender, in each case, with a 2018 Refinancing Term Commitment
(each, a “New 2018 Refinancing Term Lender”)
and (2) each 2018 Converting Lender with a 2018 Refinancing Term Commitment in an amount in excess of the outstanding aggregate
principal amount of Refinanced Term Loans of such 2018 Converting Lender (any such difference as to such 2018 Converting Lender,
a “New 2018 Refinancing Term Commitment”),
agrees to make to the Borrowers a new Term Loan (each, a “New
2018 Refinancing Term Loan” and, collectively,
the “New 2018 Refinancing Term Loans”
and, together with the Converted 2018 Refinancing Term Loans, the “2018
Refinancing Term Loans”) in a principal amount
equal to such New 2018 Refinancing Term Lender’s 2018 Refinancing Term Commitment  or such 2018 Converting Lender’s
New 2018 Refinancing Term Commitment, as the case may be, on the 2018 Refinancing Effective Date.










 




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(iii)          Each
2018 Refinancing Term Lender hereby agrees to “fund” its 2018 Refinancing Term Loans in an aggregate principal amount
equal to such 2018 Refinancing Term Lender’s 2018 Refinancing Term Commitment as follows:


 


		(A)	each 2018 Converting Lender shall fund its Converted
2018 Refinancing Term Loans to the Borrowers by converting its then outstanding principal amount of Refinanced Term Loans (other
than such 2018 Converting Lender’s Non-Converting Portion, if any) into a Converted 2018 Refinancing Term Loan in an equal
principal amount as provided in clause (ii)(C) above;



  


		(B)	(1) each 2018 Converting Lender with a New 2018 Refinancing
Term Commitment shall fund in cash an amount equal to its New 2018 Refinancing Term Commitment to the Designated 2018 Fronting
Lender and (2) each New 2018 Refinancing Term Lender that is not a party to this Second Amendment shall fund in cash an amount
equal to its 2018 Refinancing Term Commitment to the Designated 2018 Fronting Lender; and



 


		(C)	(1) each New 2018 Refinancing Term Lender that is a
party to the Second Amendment shall fund in cash to the Borrowers an amount equal to such New 2018 Refinancing Term Lender’s
2018 Refinancing Term Commitment and (2) the Designated 2018 Fronting Lender shall fund in cash to the Borrowers, on behalf of
each 2018 Converting Lender with a New 2018 Refinancing Term Commitment and each New 2018 Refinancing Term Lender that is not
a party to this Second Amendment with a 2018 Refinancing Term Commitment an amount equal to (1) in the case of a 2018 Converting
Lender, such 2018 Converting Lender’s New 2018 Refinancing Term Commitment or (2) in the case of a New 2018 Refinancing
Term Lender that is not a party to this Second Amendment, such New 2018 Refinancing Term Lender’s 2018 Refinancing Term
Commitment.



 


(iv)         The
Converted 2018 Refinancing Term Loans subject to the Term Loan Conversion shall be allocated ratably to the outstanding Borrowings
of Refinanced Term Loans (based upon the relative principal amounts of Borrowings of Refinanced Term Loans subject to different
Interest Periods immediately prior to giving effect thereto). Each resulting “borrowing” of Converted 2018 Refinancing
Term Loans shall constitute a new “Borrowing” under the Credit Agreement and be subject to the same Interest Period
applicable to the Borrowing of Refinanced Term Loans to which it relates, which Interest Period shall continue in effect until
such Interest Period expires and a new Type of Borrowing is selected in accordance with the provisions of Section 2.02 of the
Credit Agreement. New 2018 Refinancing Term Loans shall be initially incurred pursuant to a single “borrowing” of
LIBOR Rate Loans which shall be allocated to the outstanding “deemed” Borrowing of Converted 2018 Refinancing Term
Loans on the 2018 Refinancing Effective Date. Each such “borrowing” of New 2018 Refinancing Term Loans shall (i) be
added to (and made a part of) the related deemed Borrowing of Converted 2018 Refinancing Term Loans and (ii) be subject to (x)
an Interest Period which commences on the 2018 Refinancing Effective Date and ends on the last day of the Interest Period applicable
to the related deemed Borrowing of Converted 2018 Refinancing Term Loans to which it is added and (y) the same LIBOR Rate applicable
to such deemed Borrowing of Converted 2018 Refinancing Term Loans to which it is added. 


 






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(v)          The
Borrowers shall pay in cash (x) on the 2018 Refinancing Effective Date, all accrued but unpaid interest owing with respect
to the Refinanced Term Loans through the 2018 Refinancing Effective Date and (y) within fifteen (15) days of written request
by each Non- Converting Lender and each 2018 Converting Lender with a Non-Converting Portion, any loss, expense or liability
due under Section 2.17(c) of the Credit Agreement (it being understood that existing Interest Periods of the Refinanced Term
Loans held by 2018 Refinancing Term Lenders prior to the 2018 Refinancing Effective Date shall continue on and after the 2018
Refinancing Effective Date pursuant to preceding clause (iv) and shall accrue interest in accordance with Section 2.07 of the
Credit Agreement on and after the 2018 Refinancing Effective Date). Notwithstanding anything to the contrary in clause (y) of
the immediately preceding sentence, each 2018 Converting Lender hereby waives any entitlement or claim to any loss, expense
or liability due under Section 2.17(c) of the Credit Agreement with respect to the repayment or conversion of the Refinanced
Term Loans it holds as an Existing Lender, which have been replaced or repaid with 2018 Refinancing Term Loans on the 2018
Refinancing Effective Date.


 


(vi)         Each 2018 Refinancing Term Lender and the Administrative Agent acknowledge that all notice requirements set forth in the Credit
Agreement with respect to the refinancing contemplated by this Second Amendment have been satisfied and that this Section 2 of
this Second Amendment constitutes a Refinancing Amendment in accordance with Section 2.25 of the Credit Agreement.


 


(vii)        Promptly following the 2018 Refinancing Effective Date, all Notes, if any, evidencing the Refinanced Term Loans shall be cancelled
and returned to the Borrower Representative, and any 2018 Refinancing Term Lender may request that its 2018 Refinancing Term Loans
be evidenced by a Note pursuant to Section 2.06(c) of the Credit Agreement.


 


(viii)       Notwithstanding anything to the contrary contained in the Credit Agreement, all proceeds of the New 2018 Refinancing Term Loans
(if any) will be used solely to repay the outstanding principal amount of Refinanced Term Loans of Non-Converting Lenders (if
any) and outstanding principal amount of Refinanced Term Loans of 2018 Converting Lenders in an amount equal to any applicable
Non-Converting Portion (if any) of such 2018 Converting Lenders’ Refinanced Term Loans, in each case, on the 2018 Refinancing
Effective Date.


 


(ix)          On the 2018 Refinancing Effective Date (after giving effect to this Section 2 of this Second Amendment), the aggregate outstanding
principal amount of the 2018 Refinancing Term Loans shall be $198,000,000.


 


(x)           Immediately after giving effect to the incurrence of the 2018 Refinancing Term Loans, in accordance with Section 10.05 of the
Credit Agreement, the Credit Agreement is hereby amended as follows:


 


		(A)	Section 1.01
                                         of the Credit Agreement is hereby amended by amending and restating the definition of
                                         “Applicable Margin” as follows:
	 	 	 
	 	 	““Applicable Margin” means a percentage per annum
equal to: (i) with respect to Initial Term Loans, (A) in the case of LIBOR Rate Loans, 5.00% per annum and (B) in the case of
Base Rate Loans, 4.00% per annum; and (ii) with respect to Revolving Loans, Swing Line Loans (which are to be maintained solely
as Base Rate Loans), unused Revolving Commitments and Letter of Credit fees, (A) for LIBOR Rate Loans and Letter of Credit fees,
5.00% per annum, (B) for Base Rate Loans, 4.00% per annum and (C) for unused commitment fees, 0.50%. Notwithstanding the foregoing,
(w) the Applicable Margin in respect of any Class of Extended Revolving Credit Commitments or any Extended Term Loans or Revolving
Loans or Swing Line Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum
set forth in the relevant Extension Amendment, (x) the Applicable Margin in respect of any Class of Incremental Term Loans shall
be the applicable percentages per annum set forth in the relevant Incremental Amendment, (y) the Applicable Margin in respect
of any Class of Refinancing Revolving Credit Commitments, any Class of Refinancing Revolving Loans or any Class of Refinancing
Term Loans shall be the applicable percentages per annum set forth in the relevant Refinancing Amendment and (z) in the case of
the Term Loans and any Class of Incremental Term Loans, the Applicable Margin shall be increased as, and to the extent, necessary
to comply with the provisions of Sections 2.24, 6.01(u), 6.01(w) and 6.01(x).”



 





 




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		(B)	Section 1.01 of the Credit Agreement is hereby
amended by inserting the following definitions in appropriate alphabetical order:
	 	 	 
	 	 	““2018 Incremental Amendment
                                         Effective Date” shall have the meaning specified in the Second Amendment.”
	 	 	 
	 	 	““2018 Refinancing Effective
                                         Date” shall have the meaning specified in the Second Amendment.”
	 	 	 
	 	 	““2018 Refinancing Term
                                         Lender” shall have the meaning specified in the Second Amendment.”
	 	 	 
	 	 	““Designated 2018 Fronting
                                         Lender” shall have the meaning specified in the Second Amendment.”
	 	 	 
	 	 	““Refinanced Term Loans”
has the meaning specified in the Second Amendment.”
	 	 	 
	 	 	““Second Amendment”
means that certain Second Amendment to the Credit and Guaranty Agreement, dated as of January 11, 2018, among the Borrowers, Holdings,
the other Guarantors party thereto, the 2018 Converting Lenders party thereto, the 2018 Refinancing Term Lenders party thereto,
the 2018 Incremental Term Loan Lenders party thereto, the Revolving Credit Lender, the Administrative Agent, Collateral Agent
and the Designated 2018 Fronting Lender.”
	 	 	 
	 	 	““Special Dividend”
has the meaning set forth in the Second Amendment.”



 







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		(C)	Section 2.10(f) of the Credit Agreement is hereby amended and restated in its entirety as follows:



 


“(f)          In connection with any Repricing
Transaction consummated on or prior to the six (6) month anniversary of the 2018 Refinancing Effective Date, the Borrowers shall
pay to each Term Lender a fee equal to its Pro Rata Share of the Repricing Premium.”


 


		(D)	Section 5.19 of the Credit Agreement is hereby
amended by inserting the following new clause (f) at the end thereof:



 


“(f)          The 2018
Refinancing Term Loans shall be used by the Borrowers to (i) repay in full all outstanding Initial Term Loans on the 2018
Refinancing Effective Date, (ii) pay all accrued and unpaid interest in respect of such Initial Term Loans and (iii) pay all
fees and expenses incurred in connection therewith.”


 


		(E)	Section 6.05(a)(v) of the Credit Agreement is hereby
amended and restated in its entirety as follows:



 


“(v)         so long as no
Event of Default shall have occurred and be continuing or shall be caused thereby, any Borrower and its Restricted
Subsidiaries may make Restricted Payments or otherwise transfer funds to Holdings utilized for the repurchase, redemption or
other acquisition or retirement for value of any Capital Stock of Holdings held by any current or former officer, director,
employee or consultant of such Borrower or any of its Restricted Subsidiaries, or his or her estate, spouse, former spouse,
or family member (or for the payment of principal or interest on any Indebtedness issued in connection with such repurchase,
redemption or other acquisition) in each case, pursuant to any equity subscription agreement, stock option agreement,
shareholders’ agreement or similar agreement or benefit plan of any kind; provided that the aggregate price paid for
all such repurchased, redeemed, acquired or retired Capital Stock in any Fiscal Year may not exceed the greater of (x)
$6,000,000 and (y) 12.5% of Consolidated Adjusted EBITDA determined at the time of incurrence of such repurchase, redemption,
acquisition or retirement of Capital Stock (calculated on a Pro Forma Basis) as of the last day of the most recently ended
Test Period;”


 


		(F)	Section 6.05(a)(vii) of the Credit Agreement is
hereby amended and restated in its entirety as follows:



 


“(vii)       on or within three Business
Days of the 2018 Incremental Amendment Effective Date, the Borrowers may make the Special Dividend using the net cash proceeds
of the 2018 Incremental Term Loans and cash on hand to Holdings (or a direct or indirect parent thereof) to repurchase Capital
Stock from certain equityholders in an aggregate amount not to exceed $70,000,000 so long as no Default or Event of Default shall
have occurred and be continuing or shall be caused thereby;”


 




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SECTION
3.           Incremental Amendment.


 


(a)           Subject
to the satisfaction (or waiver in writing) of the conditions set forth in Section 4(b) hereof, each 2018 Incremental Term
Loan Lender on the 2018 Incremental Amendment Effective Date hereby severally agrees to provide the 2018 Incremental Term
Loan Commitments. Each 2018 Incremental Term Loan Commitment provided pursuant to this Section 3 of this Second Amendment
shall be subject to all of the terms and conditions set forth in the Credit Agreement, including, without limitation, Sections
2.01(a)(ii) and 2.24 thereof. The 2018 Incremental Term Loan Lenders party hereto, the Administrative Agent and
each Credit Party agree that this Section 3 of this Second Amendment is necessary and appropriate, in each of their
reasonable opinions, to effect the provisions of Section 2.24 of the Credit Agreement and shall constitute an
“Incremental Amendment” pursuant to and in accordance with Section 2.24(f) of the Credit Agreement.


 


(b)           Upon
the occurrence of the 2018 Incremental Amendment Effective Date, each 2018 Incremental Term Loan Lender party hereto (i)
shall be obligated to make the 2018 Incremental Term Loans as provided in this Section 3 of this Second Amendment on the
terms, and subject to the conditions, set forth in this Second Amendment and (ii) to the extent provided in this Second
Amendment, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents.


 


(c)           Each Borrower acknowledges
and agrees that (i) all 2018 Incremental Term Loans made pursuant to this Section 3 of this Second Amendment constitute and form
part of the Obligations, (ii) it shall be liable for all Obligations with respect to all 2018 Incremental Term Loans made pursuant
to this Section 3 of this Second Amendment and (iii) all such Obligations (including all such 2018 Incremental Term Loans) shall
be entitled to the benefits of the Collateral Documents and each Guaranty.


 


(d)           The 2018 Incremental
Term Loan Commitments of the 2018 Incremental Term Loan Lenders shall automatically terminate upon the funding of the 2018 Incremental
Term Loan Lenders on the 2018 Incremental Amendment Effective Date.


 


(e)          The
definition of “Initial Term Loans” is hereby amended and restated in its entirety as follows:


 


““Initial Term
Loans” shall mean (a) prior to the 2018 Incremental Amendment Effective Date and the making of the 2018 Incremental
Term Loans pursuant to the Second Amendment, an extension of term loans made by the Term Lenders to the Borrowers pursuant to
Section 2.01(a) on the Closing Date and (b) on and after the 2018 Incremental Amendment Effective Date and upon the making of
the 2018 Incremental Term Loans pursuant to the Second Amendment, the term loans referenced in the immediately preceding clause
(a) and the 2018 Incremental Term Loans made pursuant to, and as defined in, the Second Amendment.”


 


(f)           The
definition of “Term Loan Commitment”
is hereby amended and restated in its entirety as follows:


 


““Term Loan Commitment”
means the commitment of a Lender to make any Term Loan hereunder, as such commitment may be (a) reduced from time to time pursuant
to Section 2.12 or Section 2.13 and (b) reduced or increased from time to time pursuant to (i) assignments by or
to such Term Lender pursuant to an Assignment Agreement, (ii) an Incremental Amendment, (iii) a Refinancing Amendment or (iv)
an Extension Amendment. The aggregate amount of the Term Loan Commitments as of the Closing Date is $200,000,000. The aggregate
amount of Term Loan Commitments as of the 2018 Incremental Amendment Effective Date is $67,500,000. The amount of each Lender’s
Term Loan Commitment, if any, is set forth on Appendix A or in the applicable Assignment Agreement, Incremental Amendment, Extension
Amendment or Refinancing Amendment pursuant to which such Lender shall have assumed, increased or decreased its Term Loan Commitment,
as the case may be.” 


 






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(g)           Section
1.01 of the Credit Agreement is hereby amended by inserting the following definitions in appropriate alphabetical order:


 


““2018 Incremental
Term Loan Commitments” means, as to each 2018 Incremental Term Loan Lender, its obligation to make 2018 Incremental
Term Loans to the Borrowers on the 2018 Incremental Amendment Effective Date, in the amount set forth opposite the 2018 Incremental
Term Loan Lender’s name on Exhibit B to the Second Amendment.”


 


““2018 Incremental
Term Loan Lender” means, at any time, any Lender that has a 2018 Incremental Term Loan Commitment or a 2018
Incremental Term Loan at such time.”


 


““2018 Incremental
Term Loans” has the meaning set forth in the Second Amendment.”


 


(h)           Section
2.11(a)(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(a)
         Term Loans.


 


(i) Borrowers (on a joint and
several basis) shall repay to Administrative Agent for the ratable account of the Appropriate Lenders (A) on the last Business
Day of each March, June, September and December, commencing with March 31, 2018, an aggregate principal amount equal to $670,455.00
(in each case, which payments shall be adjusted from time to time as a result of the application of prepayments in accordance
with Sections 2.12, 2.13 and 10.05(c)(iv)), together, in each case, with accrued and unpaid interest on the
principal amount to be paid to but excluding the date of such payment and (B) on the Maturity Date for such Class of Initial Term
Loans, the aggregate principal amount of all Initial Term Loans of such Class outstanding on such date.”


 


(i)           The
parties hereto acknowledge and agree that for purposes of calculating the Yield on Initial Term Loans pursuant to Section 2.24(e)(iii) of the Credit Agreement, the 2018 Incremental Term Loans and the Initial Term Loans incurred on the Closing Date shall be
deemed to have an identical Yield equal to the Yield then in effect with respect to the Initial Term Loans incurred on the Closing
Date, notwithstanding the differential in the upfront fees or original issue discount paid to any Additional Lender in respect
of any 2018 Incremental Term Loans on the 2018 Incremental Amendment Effective Date and the Initial Term Lenders in respect of
the Initial Term Loans on the Closing Date. 


 






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SECTION
4.          Conditions of Effectiveness of this Second Amendment.


 


(a)          The Refinancing Amendment
shall become effective (the “2018 Refinancing Effective Date”) immediately when the following conditions
in this Section 4(a) shall have been satisfied (or waived by the parties hereto, which waiver may be concurrent with the satisfaction
of the other conditions specified below):


 


(i)           There
shall have been delivered to Administrative Agent from Holdings, the Borrower Representative, each other Credit Party, each 2018
Converting Lender, each 2018 Refinancing Term Lender, each Revolving Credit Lender, each 2018 Incremental Term Loan Lender and
the Designated 2018 Fronting Lender, an executed counterpart of this Second Amendment on the 2018 Refinancing Effective Date.


 


(ii)          The Administrative Agent shall have received a fully executed Funding Notice, in accordance with the requirements of Section 2.02(a)
of the Credit Agreement.


 


(iii)
        The Administrative Agent shall have received a Note or Notes duly executed by the Borrowers in favor of any Lender requesting
the same at least two (2) Business Days prior to the 2018 Refinancing Effective Date.


 


(iv)         The Borrower Representative shall have delivered to the Administrative Agent a certificate of each Credit Party dated as of
the 2018 Refinancing Effective Date signed by an Authorized Officer of such Credit Party certifying that the conditions in
Section 4(a)(viii) hereof and those set forth in Section 2.25 of the Credit Agreement have been satisfied as of the 2018
Refinancing Effective Date.


 


(v)          The
Administrative Agent shall have received:


 


		(A)	a
                                         certificate of the secretary or assistant secretary on behalf of each Credit Party dated
                                         the 2018 Refinancing Effective Date, certifying (A) that attached thereto is a satisfactory
                                         copy of each Organizational Document of each Credit Party, as applicable, and, to the
                                         extent applicable, certified as of a recent date by the appropriate governmental official
                                         of the state of its organization; (B) as to the signature and incumbency of the officers
                                         of such Person executing this Second Amendment or any other document or instrument delivered
                                         in connection therewith on behalf of such Credit Party (together with a certification
                                         by another officer or authorized Person as to the signature and incumbency of the Person
                                         executing the certificate in this clause (v)(A)); (C) that attached thereto is a true
                                         and complete copy of resolutions of the board of directors or similar governing body
                                         of each Credit Party approving and authorizing the execution, delivery and performance
                                         of this Second Amendment, certified as of the 2018 Refinancing Effective Date by its
                                         secretary or an assistant secretary as being in full force and effect without modification,
                                         rescission or amendment; and (D) as to the good standing certificate (or certificate
                                         of similar effect or purpose) from the applicable Governmental Authority of each Credit
                                         Party’s jurisdiction of incorporation, organization or formation, each dated a
                                         recent date prior to the 2018 Refinancing Effective Date; provided that in the
                                         case of the immediately preceding clauses (A) and (B), such documents shall not be required
                                         to be delivered if such certificate includes a certification by such officer that the
                                         applicable Organizational Document delivered to the Administrative Agent in connection
                                         with the funding of Initial Term Loans on the Closing Date remains in full force and
                                         effect and have not been amended, modified, revoked or rescinded since the Closing Date;
                                         and 







 






    10


     


    







 


		(B)	a “bring down” good standing certificate
dated as of the 2018 Refinancing Effective Date, as reasonably required by Administrative Agent.


 


(vi)
        The Administrative
Agent shall have received, on behalf of itself, the Collateral Agent, the 2018 Refinancing Term Lenders
and the 2018 Incremental Term Loan Lenders, a customary opinion of Schulte Roth &
Zabel LLP, counsel to the Credit Parties, as to matters of New York and Delaware law with respect to the Credit Parties, and Maynard
Cooper & Gale, P.C., special Georgia counsel for the Credit Parties, in each case, dated as of the 2018 Refinancing Effective Date and addressed
to the Administrative Agent, Collateral Agent and each 2018 Refinancing Term Lender, in form
and substance reasonably satisfactory to Administrative Agent and covering matters concerning the Credit Parties and the
Credit Documents as Administrative Agent may reasonably request (and as each Credit Party hereby instructs such counsel to
deliver such opinions to the Administrative Agent and the 2018 Refinancing Term Lenders).





 


(vii)        Contemporaneous with the 2018 Refinancing Effective Date, the Borrowers shall pay all fees and expenses due to the Lead Arranger
and the Administrative Agent related to the Refinancing Amendment (including invoiced reasonable and out-of-pocket legal fees
and expenses of one counsel to the Lead Arranger and the Administrative Agent) and required to be paid pursuant to this Second
Amendment and the 2017 Engagement Letter, to the extent invoiced at least one (1) Business Day prior to the Second Amendment Effective
Date (except as otherwise reasonably agreed by the Borrower Representative).


 


(viii)       The representations and warranties contained in this Second Amendment and in the other Credit Documents shall be true and correct
in all material respects on and as of the 2018 Refinancing Effective Date to the same extent as though made on and as of that
date (unless any such representation and warranty is qualified as to materiality or Material Adverse Effect, in which case such
representation and warranty shall be true and correct in all respects), except to the extent such representations and warranties
specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in
all material respects on and as of such earlier date (unless any such representation and warranty is qualified as to materiality
or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects).


 


(ix)          Concurrently
with the making of the 2018 Refinancing Term Loans, the Borrowers shall have paid to the Administrative Agent for the account
of each Lender with outstanding Initial Term Loans on, and immediately prior to, the 2018 Refinancing Effective Date all accrued
but unpaid interest owing with respect to such Initial Term Loans to the 2018 Refinancing Effective Date.


 




    11


     


    

 


(x)            Concurrently with the incurrence of the 2018 Refinancing Term Loans, all outstanding Initial Term Loans as of the 2018 Refinancing
Effective Date (immediately prior to giving effect thereto) shall have been repaid.


 


(b)           The Incremental Amendment
shall become effective (the “2018 Incremental Amendment Effective Date”) immediately when the following
conditions in this Section 4(b) shall have been satisfied (or waived by the parties hereto, which waiver may be concurrent with
the satisfaction of the other conditions specified below):


 


(i)             The Administrative Agent shall have received a fully executed Funding Notice, in accordance with the requirements of Section 2.02(a)
of the Credit Agreement.


 


(ii)            The Administrative Agent shall have received a Note or Notes duly executed by the Borrowers in favor of each 2018 Incremental
Term Loan Lender requesting the same at least two (2) Business Days prior to the 2018 Incremental Amendment Effective Date.


 


(iii)           The
Borrower Representative shall have delivered to the Administrative Agent a certificate of each Credit Party dated as of the
2018 Incremental Amendment Effective Date signed by an Authorized Officer of such Credit Party certifying that the conditions
in Section 4(b)(v), (b)(vi) and (b)(vii) hereof and those set forth in Section 2.24 of the Credit Agreement have been
satisfied as of the 2018 Incremental Amendment Effective Date.


 


(iv)          The
Administrative Agent shall have received a Solvency Certificate in the form of Exhibit G-2 of the Credit Agreement, dated as
of the 2018 Refinancing Effective Date and signed by an Authorized Officer of Holdings, and in form, scope and substance
reasonably satisfactory to Administrative Agent, with appropriate attachments and demonstrating that after giving effect to
the consummation of Section 3 of this Second Amendment on the 2018 Incremental Amendment Effective Date, the Credit Parties,
on a consolidated basis, are and will be Solvent.


 


(v)            As of the 2018 Incremental Amendment Effective Date, after giving Pro Forma Effect to the making of the 2018 Incremental Term
Loans pursuant to Section 3 of this Second Amendment, the First Lien Net Leverage Ratio, calculated as of the last day of the
most recently ended Test Period and without “netting” the Cash proceeds of any such Indebtedness, does not, and will
not, exceed 4.25:1.00.


 


(vi)          The
representations and warranties contained in this Second Amendment and in the other Credit Documents shall be true and
correct in all material respects on and as of the 2018 Incremental Amendment Effective Date to the same extent as though made
on and as of that date (unless any such representation and warranty is qualified as to materiality or Material Adverse
Effect, in which case such representation and warranty shall be true and correct in all respects), except to the extent such
representations and warranties specifically relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects on and as of such earlier date (unless any such representation and
warranty is qualified as to materiality or Material Adverse Effect, in which case such representation and warranty shall be
true and correct in all respects).


 


(vii)         As of such 2018 Incremental Amendment Effective Date, no event shall have occurred and be continuing or would result from the
consummation of Section 3 of this Second Amendment and the incurrence of 2018 Incremental Term Loans that would constitute a Default
or an Event of Default.


 




    12


     


    

 


(viii)        The Borrowers shall have paid to the Administrative Agent for the ratable benefit of each 2018 Incremental Term Loan Lender, an
upfront fee in an amount up to 0.50% of the aggregate amount of 2018 Incremental Term Loans held by such 2018 Incremental Term
Loan Lender on the 2018 Incremental Amendment Effective Date, with each such payment to be earned by, and payable to, each such
Lender on the 2018 Incremental Amendment Effective Date. At the option of the Lead Arranger, this upfront fee may be structured
as original issue discount.


 


(ix)           Concurrently with the funding of the 2018 Incremental Term Loans, the Borrowers shall have paid to the Administrative Agent for
the account of each Term Lender with outstanding Initial Term Loans on, and immediately prior to, the 2018 Incremental Amendment
Effective Date, all accrued but unpaid interest owing with respect to such Initial Term Loans through the 2018 Incremental Amendment
Effective Date.


 


(x)            Contemporaneous with the 2018 Incremental Amendment Effective Date, the Borrowers shall pay all fees and expenses due to the Lead
Arranger and the Administrative Agent related to the Incremental Amendment (including invoiced reasonable and out-of-pocket legal
fees and expenses of one counsel to the Lead Arranger and the Administrative Agent) and required to be paid pursuant to this Second
Amendment and the 2017 Engagement Letter, to the extent invoiced at least one (1) Business Day prior to the 2018 Incremental Amendment
Effective Date (except as otherwise reasonably agreed by the Borrower Representative).


 


(xi)           The Administrative Agent shall have received a copy of the amendment to the Subordinated Credit Agreement (the “Subordinated
Credit Agreement Amendment”), in form and substance reasonably satisfactory to the Administrative Agent.


 


(xii)          The
effectiveness of the Subordinated Credit Agreement Amendment shall have occurred or shall occur concurrently with the 2018 Incremental
Amendment Effective Date.


 


SECTION 5.          Representations
and Warranties. To induce the other parties hereto to enter into this Second Amendment, each Credit Party represents and warrants
to each other party party to this Second Amendment, as of the 2018 Refinancing Effective Date or the 2018 Incremental Amendment
Effective Date, as applicable, that:


 


(a)            each Credit Party
party hereto has all requisite power and authority to execute, deliver and perform its obligations under this Second Amendment
and the Credit Agreement (as amended by this Second Amendment), in each case, to which it is a party and to carry out the transactions
contemplated thereby;


 


(b)           the execution, delivery
and performance of this Second Amendment has been duly authorized by all necessary action on the part of each Credit Party that
is a party thereto;


 


(c)            this Second Amendment
has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation
of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or
by equitable principles relating to enforceability;


 


(d)           each
of the representations and warranties set forth in the Credit Agreement and in the other Credit Documents is true and
correct in all material respects on and as of the 2018 Refinancing Effective Date or the 2018 Incremental Amendment Effective
Date, as applicable, with the same effect as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as
of such earlier date; provided, however, that, any representation and warranty that is qualified as to
“materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving
effect to any qualification therein) in all respects on such respective dates; and


 






    13


     


    

 


 


(e)            the
execution, delivery and performance by such Credit Party of this Second Amendment will not conflict with or contravene the
terms of the Credit Agreement.


 


SECTION
6.          Consent.


 


(a)            The
Borrower Representative and the Administrative Agent hereby consent to the assignment of any 2018 Refinancing Term Loans or
2018 Incremental Term Loans pursuant to and in connection with the terms of this Second Amendment to the extent such consent
would be required under Section 10.06 of the Credit Agreement for an assignment of 2018 Refinancing Term Loans or 2018
Incremental Term Loans to any Eligible Assignee, in each case, to the extent disclosed to the Borrower Representative and the
Administrative Agent prior to the date hereof. The Borrower Representative hereby consents to the Administrative
Agent’s use of the signature page attached hereto as Exhibit C in connection with the assignments to Eligible
Assignees previously disclosed to the Borrower Representative in accordance with the immediately preceding sentence and the
Administrative Agent may affix such signature page to each Assignment Agreement that relates to such assignments.


 


(b)            The Administrative
Agent consents to the assignment of 2018 Refinancing Term Loans or 2018 Incremental Term Loans pursuant to and in connection with
the terms of this Second Amendment to the extent such consent would be required under Section 10.06 of the Credit Agreement for
an assignment of 2018 Refinancing Term Loans or 2018 Incremental Term Loans, as applicable, to an Eligible Assignee and to use
the signature page attached hereto as Exhibit D in connection with such assignments and that such signature page may be
affixed to each applicable Assignment Agreement.


 


SECTION 7.          Limited
Amendment. Each Credit Party party hereto hereby agrees that with respect to each Credit Document to which it is a party,
after giving effect to this Second Amendment, this Second Amendment is limited to the matters specified herein and shall not constitute
a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.


 


SECTION
8.          Reaffirmation.


 


(a)            To induce the parties
hereto to enter into this Second Amendment, each of the Credit Parties hereby acknowledges and reaffirms its obligations under
each Credit Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien
or security interest, as applicable, contained therein, in each case, as amended, restated, supplemented or otherwise modified
prior to or as of the date hereof. Each Borrower acknowledges and agrees that each of the Credit Documents to which it is a party
or otherwise bound shall continue in full force and effect, that all of its obligations thereunder shall be valid and enforceable
and shall not be impaired or limited by the execution or effectiveness of this Second Amendment.


 


(b)            In
furtherance of the foregoing Section 8(a), each Credit Party, in its capacity as a Guarantor under any Guaranty to
which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of
the Guaranteed Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full
force and effect to the extent set forth in such Guaranty and after giving effect to this Second Amendment. Each Reaffirming
Loan Guarantor hereby confirms that it consents to the terms of this Second Amendment and the Credit Agreement. Each
Reaffirming Loan Guarantor hereby (i) confirms that each Credit Document to which it is a party or is otherwise bound will
continue to guarantee to the fullest extent possible in accordance with the Credit Documents, the payment and performance of
the Guaranteed Obligations, including, without limitation, the payment and performance of all such applicable Guaranteed
Obligations that are joint and several obligations of each Guarantor now or hereafter existing; (ii) acknowledges and agrees
that its Guaranty and each of the Credit Documents to which it is a party or otherwise bound shall continue in full force and
effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Second Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the
Administrative Agent, the Collateral Agent and each Secured Party that there are no rights of set-off or counterclaim, nor
any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid
or delay timely performance of its obligations under the Credit Documents.


 









    14


     


    

 


(c)           In
furtherance of the foregoing Section 8(a), each of the Credit Parties that is party to any Collateral Document, in its
capacity as a Grantor (as defined in such Collateral Document) under such Collateral Document (in such capacity, each a “Reaffirming
Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Second Amendment
and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such
Reaffirming Grantor under the terms and conditions of the Pledge and Security Agreement and each other Credit Document (in each
case, to the extent a party thereto) to secure the Obligations and agrees that such security interests remain in full force and
effect. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party or is otherwise bound
and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Collateral
Documents, the payment and performance of the Obligations, as the case may be, including, without limitation, the payment and
performance of all such applicable Obligations that are joint and several obligations of each Guarantor and Grantor now or hereafter
existing, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest
in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case,
whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and
complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant
to this Second Amendment), subject to the terms contained in the applicable Credit Documents, and (iii) confirms its respective
pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Collateral
Documents to which it is a party.


 


(d)          Each Guarantor acknowledges
and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Guarantor is not required
by the terms of the Credit Agreement or any other Credit Document to consent to this Second Amendment and (ii) nothing in the Credit
Agreement, this Second Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future
amendment, consent or waiver of the terms of the Credit Agreement.


  


SECTION
9.          Reference to and Effect on the Credit Agreement and the other Credit Documents.


 


(a)           On
and after the 2018 Refinancing Effective Date, (i) each reference in the Credit Agreement to “this Agreement,”
“hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement, as amended by Section 2 of this Second Amendment; (ii) each 2018 Refinancing Term
Commitment shall constitute a “Term Commitment” and a “Refinancing Term Commitment” as defined in the
Credit Agreement; (iii) each 2018 Refinancing Term Loan shall constitute a “Loan”, an “Initial Term
Loan” (other than for purposes of Section 2.01(a)(i) and Section 5.19(a) of the Credit Agreement), a “Term
Loan” and a “Refinancing Term Loan” in the Credit Agreement; (iv) each 2018 Refinancing Term Lender shall
constitute a “Lender”, an “Initial Term Lender”, an “Additional Refinancing Lender” and a
“Term Lender” as defined in the Credit Agreement and (v) this Second Amendment shall constitute a
“Refinancing Amendment”.


 






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(b)           On
and after the 2018 Incremental Amendment Effective Date, (i) each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement
shall mean and be a reference to the Credit Agreement, as amended by Section 3 of this Second Amendment; (ii) each 2018
Incremental Term Loan shall constitute a “Loan”, an “Incremental Term Loan”, an “Initial Term
Loan” (other than for purposes of Section 2.01(a)(i) and Section 5.19 of the Credit Agreement) and a
“Term Loan” as defined in the Credit Agreement; (iii) each 2018 Incremental Term Loan Lender shall constitute a
“Lender” and “Term Lender” as defined in the Credit Agreement, (iv) each 2018 Incremental Term Loan
Commitment shall constitute a “Term Commitment” and an “Incremental Term Commitment” as defined in
the Credit Agreement and (v) this Second Amendment shall constitute an “Incremental Amendment”.


 


(c)            The Credit Agreement
and each of the other Credit Documents, as specifically amended by this Second Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Credit
Parties, as amended by this Second Amendment.


 


(d)           The execution, delivery
and effectiveness of this Second Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power
or remedy of any Lender or the Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision
of any of the Credit Documents.


 


(e)            On and after the
effectiveness of this Second Amendment, this Second Amendment shall constitute a “Credit Document” for all purposes
of the Credit Agreement and the other Credit Documents.


 


SECTION
10.        Miscellaneous Provisions.


 


(a)            Ratification.
This Second Amendment is limited to the matters specified herein and shall not constitute a modification, acceptance or waiver
of any other provision of the Credit Agreement or any other Credit Document. Nothing herein contained shall be construed as a substitution
or novation of the obligations outstanding under the Credit Agreement or any other Credit Document or instruments securing the
same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith.


 


(b)           Governing Law;
Submission to Jurisdiction, Etc. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK. Sections 10.15 and 10.16 of the Credit Agreement are incorporated by reference herein as if such Sections
appeared herein, mutatis mutandis.


 


(c)            Severability.
Section 10.11 of the Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis.


 






    16


     


    




 


(d)           Counterparts;
Headings. This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Delivery by telecopier, .pdf or other electronic
imaging means of an executed counterpart of a signature page to this Second Amendment shall be effective as delivery of an
original executed counterpart of this Second Amendment. The Administrative Agent may also require that signatures delivered
by telecopier, .pdf or other electronic imaging means be confirmed by a manually signed original thereof; provided that the
failure to request or deliver the same shall not limit the effectiveness of this Second Amendment or signature delivered by
telecopier, .pdf or other electronic imaging means. Section headings herein are included for convenience of reference only
and shall not affect the interpretation of this Second Amendment.


 


(e)            Costs and Expenses.
The Borrowers hereby agree to pay and reimburse the Administrative Agent and the Lead Arranger for their respective reasonable
and documented out-of-pocket expenses in connection with the negotiation, preparation, syndication and execution and delivery
of this Second Amendment, including without limitation, the reasonable fees, charges and disbursements of one counsel for the Administrative
Agent and the Lead Arranger, all in accordance with Section 10.02 of the Credit Agreement.


 


[Remainder of page intentionally blank]


 




    17


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Second Amendment as of the date first above written. 


	 	 	 
	 	PIPELINE CYNERGY HOLDINGS, LLC,
    as a Borrower
	 	 	 
	 	By:	/s/ John V. Priore
	 	Name:	John V. Priore
	 	Title:	President & CEO
	 	 	 
	 	PRIORITY INSTITUTIONAL PARTNER
    SERVICES LLC, as a Borrower
	 	 	 
	 	By:	/s/ John V. Priore
	 	Name:	John V. Priore
	 	Title:	President & CEO
	 	 	 
	 	PRIORITY PAYMENT SYSTEMS HOLDINGS
    LLC, as a Borrower
	 	 	 
	 	By:	/s/ John V. Priore
	 	Name:	John V. Priore
	 	Title:	President & CEO
	 	 	 
	 	PRIORITY HOLDINGS, LLC, as
    a Borrower
	 	 	 
	 	By:	/s/ John V. Priore
	 	Name:	John V. Priore
	 	Title:	President & CEO
	 	 	 
	 	PRIORITY PAYMENT SYSTEMS LLC,
    as a Guarantor
	 	 	 
	 	By:	/s/ John V. Priore
	 	Name:	John V. Priore
	 	Title:	President & CEO


 


[Signature Page to Priority Payment
– Second Amendment to Credit Agreement]


 






    


     


    

  


	 	 	 
	 	FINCOR SYSTEM LLC, as a Guarantor
	 	 	 
	 	By:	/s/ John V. Priore
	 	Name:	John V. Priore
	 	Title:	President & CEO
	 	 	 
	 	PIPELINE CYNERGY INC., as
    a Guarantor
	 	 	 
	 	By:	/s/ John V. Priore
	 	Name:	John V. Priore
	 	Title:	President & CEO
	 	 	 
	 	CYNERGY HOLDINGS, LLC, as
    a Guarantor
	 	 	 
	 	By:	/s/ John V. Priore
	 	Name:	John V. Priore
	 	Title:	President & CEO
	 	 	 
	 	CYNERGY DATA, LLC, as a Guarantor
	 	 	 
	 	By:	/s/ John V. Priore
	 	Name:	John V. Priore
	 	Title:	President & CEO
	 	 	 
	 	PRIORITY PAYMENT EXPRESS SYSTEMS
    LLC, as a Guarantor
	 	 	 
	 	By:	/s/ John V. Priore
	 	Name:	John V. Priore
	 	Title:	President & CEO


 


[Signature Page to Priority Payment – Second Amendment to Credit Agreement]


 






    


     


    




	 	 	 
	 	SUNTRUST BANK, as the Administrative Agent, Collateral Agent, a Lender
    and Designated 2018 Fronting Lender
	 	 	 
	 	By:	/s/ Andrew Johnson
	 		Name:  Andrew Johnson
	 		Title:    Director




 


[Signature Page to Priority Payment –
Second Amendment to Credit Agreement]


 






    


     


    







	 	 	 
	 	
        AB PRIVATE CREDIT INVESTORS MIDDLE MARKET DIRECT
LENDING FUND, L.P., as a New 2018 Refinancing Term Lender 

        By: AB Private Credit Investors Middle Market Direct
Lending Fund G.P. L.P., its General Partner 

	 	 	 
	 	By:	/s/ Kevin Alexander
	 		Name:   Kevin Alexander
	 		Title:     Vice President
	 	 	 
	 	
        ADDINGTON SQUARE PRIVATE CREDIT FUND, L.P.,
as a New 2018 Refinancing Term Lender 

        By: Addington Square Private Credit Fund, G.P., its
General Partner 

	 	 	 
	 	By:	/s/ Jeremy Erlich
	 		Name:   Jeremy Erlich
	 		Title:     Director
	 	 	 
	 	AXA EQUITABLE LIFE INSURANCE COMPANY, as a New 2018 Refinancing Term Lender
	 	 	 
	 	By:	/s/ Kevin Alexander
	 		Name:   Kevin Alexander
	 		Title:     Investment Officer


 


[Signature Page to Priority Payment – Second Amendment
to Credit Agreement]


 






    


     


    




	 	 	 
	 	CITIZENS BANK, N.A., as a New 2018 Refinancing Term Lender
	 	 	 
	 	By:	/s/ Imran Bora
	 		Name:   Imran Bora
	 		Title:     Director



 


[Signature Page to Priority Payment – Second Amendment
to Credit Agreement]


 






    


     


    

 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER



	 	 	 
	 	Cutwater 2014-I, Ltd. as a Lender
	 	 	 
	 	By:	/s/ Joe Nelson
	 	 	Name: Joe Nelson 
	 	 	Title: Authorized Signatory
	 	 	 
	 	[For institutions requiring a second signature line:
	 	 	 
	 	By:	 	 	 
	 	 	Name:
	 	 	Title:]






 





[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 










 



     


     

    

 








	 	


SIGNATURE
PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS,
PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS
HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO,
EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER
PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 








	 	 	 
	 	Cutwater 2014-II, Ltd. as
    a Lender
	 	 	 
	 	By:	/s/
    Joe Nelson
	 	 	Name:  Joe Nelson 
	 	 	Title: Authorized Signatory
	 	 	 
	 	[For institutions requiring a second
    signature line:
	 	 	 
	 	By:	 	 	 
	 	 	Name:
	 	 	Title:]


 





[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 







 






     


     

    

 





	 	





SIGNATURE
PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS,
PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS
HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO,
EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER
PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 













	 	 	 
	 	Cutwater 2015-I, Ltd. as
    a Lender
	 	 	 
	 	By:	/s/
    Joe Nelson
	 	 	Name: Joe Nelson
	 	 	Title: Authorized Signatory
	 	 	 
	 	[For institutions requiring a second
    signature line:
	 	 	 
	 	By:	 	 	 
	 	 	Name:
	 	 	Title:]


 





[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 







 









     


     

    

  


	 	








SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY
AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY
INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC,
AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH
2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE
AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 


















	 	 	 
	 	DBDB Funding LLC, as a Lender
	 	 	 
	 	By:	/s/ Avraham Dreyfuss
	 	 	

                    Name: Avraham Dreyfuss 

	 	 	Title: Chief Financial Officer
	 	 	 
	 	For institutions requiring a second
    signature line:
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:





 





[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 







 






     


     

    

 








	 	


SIGNATURE PAGE TO THE SECOND AMENDMENT
TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS,
LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER,
PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER
PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST
BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	FDF I Limited , as a Lender 




	 	By: FDF I CM LLC, its collateral manager 





	 	 	 
	 	By:	/s/ Avraham Dreyfuss
	 	 	Name: Avraham Dreyfuss 
	 	 	Title: Chief Financial Officer
	 	 	 
	 	For institutions requiring a second
    signature line:
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 





[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 







 






     


     

    

  





	 	








SIGNATURE
PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS,
PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS
HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO,
EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER
PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	FDF
                    II Limited , as a Lender 




	 	By:
                    FDF II CM LLC, its collateral manager 





	 	 	 
	 	By:	/s/ Avraham Dreyfuss
	 	 	Name: Avraham Dreyfuss 
	 	 	Title: Chief Financial Officer
	 	 	 
	 	For institutions requiring a second
    signature line:
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 





[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 







 






     


     

    

 





	 	





SIGNATURE PAGE TO THE SECOND AMENDMENT
TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS,
LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER,
PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER
PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST
BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	


Fortress Credit BSL II Limited , as a Lender 









	 	


BY: FC BSL II CM LLC, its collateral manager 










	 	 	 
	 	By:	/s/ Avraham Dreyfuss 
	 	 	Name: Avraham Dreyfuss 
	 	 	Title: Chief Financial Officer
	 	 	 
	 	For institutions requiring a second
    signature line:
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 





[Signature Page
to Priority Payments – Second Amendment to Credit Agreement] 







 






     


     

    

  





	 	


SIGNATURE PAGE TO THE SECOND AMENDMENT
TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS,
LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER,
PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER
PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST
BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER



	 	 	 
	 	


Fortress Credit BSL III Limited , as a Lender 









	 	


By: FC BSL III CM LLC, its collateral manager 










	 	 	 
	 	By:	/s/ Avraham Dreyfuss
	 	 	Name: Avraham Dreyfuss 
	 	 	Title: Chief Financial Officer
	 	 	 
	 	For institutions requiring a second
    signature line:
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 





[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 







 






     


     

    

 





	 	


SIGNATURE
PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS,
PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS
HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO,
EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER
PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER



	 	 	 
	 	





Fortress Credit Opportunities III CLO
LP            , as a  Lender














	 	





BY: FCO III CLO GP LLC, it’s General Partner 















	 	 	 
	 	By:	/s/ Avraham Dreyfuss
	 	 	Name: Avraham Dreyfuss 
	 	 	Title: Chief Financial Officer
	 	 	 
	 	For institutions requiring a second
    signature line:
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:





  





[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 







 



     


     

    




 





	 	





SIGNATURE PAGE TO THE SECOND AMENDMENT
TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS,
LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER,
PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER
PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST
BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER








	 	 	 
	 	





Fortress Credit Opportunities V CLO Limited
, as a Lender














	 	








BY: FCO V CLO CM LLC, its collateral manager




















	 	 	 
	 	By:	/s/ Avraham Dreyfuss
	 	 	Name: Avraham Dreyfuss 
	 	 	Title: Chief Financial Officer
	 	 	 
	 	For institutions requiring a second
    signature line:
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 





[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 







 






     


     

    

 





	 	





SIGNATURE PAGE TO THE SECOND AMENDMENT
TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS,
LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER,
PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER
PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST
BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER








	 	 	 
	 	





Fortress Credit Opportunities VII CLO Limited
, as a Lender














	 	








By: FCO VII CLO CM LLC, its collateral manager




















	 	 	 
	 	By:	/s/ Avraham Dreyfuss
	 	 	Name: Avraham Dreyfuss 
	 	 	Title: Chief Financial Officer
	 	 	 
	 	For institutions requiring a second
    signature line:
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:





 





[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 







 






     


     

    

  





	 	





SIGNATURE PAGE TO THE SECOND AMENDMENT
TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS,
LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER,
PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER
PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST
BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER








	 	 	 
	 	








Hildene CLO I Ltd , as a Lender 



















	 	











By: CF H-BSL MANAGEMENT LLC, its Collateral Manager





	 	 	 
	 	By:	/s/ Avraham Dreyfuss
	 	 	Name: Avraham Dreyfuss 
	 	 	Title: Chief Financial Officer
	 	 	 
	 	For institutions requiring a second
    signature line:
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 





[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 







 






     


     

    

 





	 	





SIGNATURE PAGE TO THE SECOND AMENDMENT
TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS,
LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER,
PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER
PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST
BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER








	 	 	 
	 	








Hildene CLO II Ltd , as a Lender 



















	 	











By: CF H-BSL MANAGEMENT LLC, its Collateral Manager





	 	 	 
	 	By:	/s/ Avraham Dreyfuss
	 	 	Name: Avraham Dreyfuss 
	 	 	Title: Chief Financial Officer
	 	 	 
	 	For institutions requiring a second
    signature line:
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 





[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 







 






     


     

    


 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	Hildene CLO III Ltd , as a Lender 



	 	By: CF H-BSL MANAGEMENT LLC, its Collateral Manager






	 	 	 
	 	By:







	/s/ Avraham Dreyfuss
	 	 	Name: Avraham Dreyfuss







	 	 	Title: Chief Financial Officer
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:



 





[Signature Page
to Priority Payments – Second Amendment to Credit Agreement]


 






     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	HILDENE CLO IV, Ltd , as a Lender



	 	By: CF H-BSL MANAGEMENT LLC, its Collateral Manager






	 	 	 
	 	By:







	/s/ Avraham Dreyfuss
	 	 	Name: Avraham Dreyfuss







	 	 	Title: Chief Financial Officer
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 






     


    


    

  





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	KCAP F3C SENIOR FUNDING, LLC, as
                    a Lender 



	 	 	 
	 	By:







	/s/ Daniel P. Gilligan
	 	 	Name:           Daniel P. Gilligan 












	 	 	Title:             Authorized Signatory 

      KCAP Financial, Inc. 




 


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 






     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	VENTURE XIII CLO, Limited , as a Lender



	 	BY: its Investment Advisor






	 	MJX Asset Management LLC








	 	 	 
	 	By:







	/s/ John Calaba
	 	 	Name: John Calaba







	 	 	Title: Managing Director
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 






     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	VENTURE XIV CLO, Limited , as a Lender



	 	By: its investment advisor






	 	MJX Asset Management LLC








	 	 	 
	 	By:







	/s/ John Calaba
	 	 	Name: John Calaba







	 	 	Title: Managing Director
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 






     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	VENTURE XIX CLO, Limited , as a Lender



	 	By: its investment advisor






	 	MJX Asset Management LLC








	 	 	 
	 	By:







	/s/ John Calaba
	 	 	Name: John Calaba







	 	 	Title: Managing Director
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 






     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	VENTURE XV CLO, Limited , as a Lender



	 	By: its investment advisor






	 	MJX Asset Management LLC








	 	 	 
	 	By:







	/s/ John Calaba
	 	 	Name: John Calaba







	 	 	Title: Managing Director
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 







     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	VENTURE XVI CLO, Limited , as a Lender



	 	By: its investment advisor






	 	MJX Asset Management LLC








	 	 	 
	 	By:







	/s/ John Calaba
	 	 	Name: John Calaba







	 	 	Title: Managing Director
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 





     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	Venture XVII CLO, Limited , as a Lender



	 	BY: its investment advisor, MJX Asset Management, LLC






	 	 	 
	 	By:







	/s/ John Calaba
	 	 	Name: John Calaba







	 	 	Title: Managing Director
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 






     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	Venture XVIII CLO, Limited , as a Lender



	 	By: its investment advisor






	 	MJX Asset Management LLC








	 	 	 
	 	By:







	/s/ John Calaba
	 	 	Name: John Calaba







	 	 	Title: Managing Director
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:





 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 


 





     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	VEnture
                    XX CLO, Limited , as a Lender



	 	By:	its investment advisor
	 	 	MJX Asset Management LLC
	 	 	 
	 	By:







	/s/ John Calaba
	 	 	Name: John Calaba







	 	 	Title: Managing Director
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:





 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 





     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	VENTURE
                    XXI CLO, Limited , as a Lender



	 	By: its investment advisor






	 	MJX Asset Management LLC








	 	 	 
	 	By:







	/s/ John Calaba
	 	 	Name: John Calaba







	 	 	Title: Managing Director
	 	 	 
	 	For institutions requiring a second signature line:
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 


 





     


    


    

 


 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	TRALEE CLO III, LTD. , as a Lender



	 	By: Par-Four Investment Management, LLC






	 	As Collateral Manager








	 	 	 
	 	By:







	/s/ Dennis Gorczyca
	 	 	Name: Dennis Gorczyca







	 	 	 Title: Managing Director
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:





 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 





     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	AG Diversified Income Master Fund, L.P. , as a Lender



	 	BY: Angelo, Gordon & Co., L.P., as Fund Advisor






	 	 	 
	 	By:







	/s/ Maureen D’ Alleva
	 	 	Name: Maureen D’ Alleva







	 	 	 Title: Authorized Signatory
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 




     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	AG Diversified Income Master Plus, L.P. , as a Lender



	 	By: AG Diversified Income Plus GP, LLC, its General Partner






	 	By: Angelo, Gordon & Co., L.P., its Manager
	 	 	 
	 	By:







	/s/ Maureen D’ Alleva
	 	 	Name: Maureen D’ Alleva







	 	 	 Title: Authorized Signatory
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:





 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 


 






     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	AG Global Debt Strategy Partners, L.P. , as
                    a                     Lender



	 	BY: Angelo, Gordon & Co., L.P., its Fund Advisor






	 	 	 
	 	By:







	/s/ Maureen D’ Alleva
	 	 	Name: Maureen D’ Alleva







	 	 	 Title: Authorized Signatory
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 






     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	James River Insurance Company , as a Lender



	 	BY: Angelo, Gordon & Co., L.P., as Investment Manager






	 	 	 
	 	By:







	/s/ Maureen D’ Alleva
	 	 	Name: Maureen D’ Alleva







	 	 	 Title: Authorized Signatory
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 





     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	JRG Reinsurance Company, Ltd. , as a Lender



	 	BY: Angelo, Gordon & Co., L.P., as Investment Manager






	 	 	 
	 	By:







	/s/ Maureen D’ Alleva
	 	 	Name: Maureen D’ Alleva







	 	 	 Title: Authorized Signatory
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:





 


 [Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 


 






     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	
Kaiser Foundation Health Plan, Inc., as named fiduciary of the Kaiser Permanente Group Trust , as a Lender




	 	By: Angelo, Gordon & Co., L.P.,






	 	As Investment Manager
	 	 	 
	 	By:







	/s/ Maureen D’ Alleva
	 	 	Name: Maureen D’ Alleva







	 	 	 Title: Authorized Signatory
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 





     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	
Kaiser Foundation Hospitals , as a Lender




	 	By: Angelo, Gordon & Co., L.P., as Investment Manager






	 	 	 
	 	By:







	/s/ Maureen D’ Alleva
	 	 	Name: Maureen D’ Alleva







	 	 	 Title: Authorized Signatory
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


 [Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 





     


    


    





 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	
NORTHWOODS CAPITAL XI, LIMITED , as a Lender




	 	BY: Angelo, Gordon & Co., LP As Collateral Manager






	 	 	 
	 	By:







	/s/ Maureen D’ Alleva
	 	 	Name: Maureen D’ Alleva







	 	 	 Title: Authorized Signatory
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement]


 






     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	
NORTHWOODS CAPITAL XII, LIMITED , as a Lender




	 	BY: Angelo, Gordon & Co., LP As Collateral Manager






	 	 	 
	 	By:







	/s/ Maureen D’ Alleva
	 	 	Name: Maureen D’ Alleva







	 	 	 Title: Authorized Signatory
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


 [Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 


 



     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	
Northwoods Capital XIV, Limited , as a Lender




	 	BY: Angelo, Gordon & Co., LP






	 	As Collateral Manager








	 	 	 
	 	By:







	/s/ Maureen D’ Alleva
	 	 	Name: Maureen D’ Alleva







	 	 	 Title: Authorized Signatory
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:


 


 [Signature Page to Priority Payments – Second Amendment
to Credit Agreement] 


 





     


    


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO THE CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG, AMONG OTHERS, PIPELINE CYNERGY HOLDINGS, LLC, AS A BORROWER, PRIORITY INSTITUTIONAL PARTNER SERVICES LLC, AS A BORROWER, PRIORITY PAYMENT SYSTEMS HOLDINGS LLC, AS A BORROWER, PRIORITY HOLDINGS, LLC, AS HOLDINGS, THE OTHER CREDIT PARTIES PARTY THERETO, THE LENDERS PARTY THERETO, EACH 2018 CONVERTING LENDER PARTY THERETO, EACH 2018 REFINANCING TERM LENDER PARTY THERETO, EACH 2018 INCREMENTAL TERM LOAN LENDER PARTY THERETO AND SUNTRUST BANK, AS ADMINISTRATIVE AGENT COLLATERAL AGENT, A LENDER AND DESIGNATED 2018 FRONTING LENDER 



	 	 	 
	 	
Northwoods Capital XV, Limited , as a Lender




	 	By: Angelo, Gordon & Co., LP






	 	As Collateral Manager








	 	 	 
	 	By:







	/s/ Maureen D’ Alleva
	 	 	Name: Maureen D’ Alleva







	 	 	 Title: Authorized Signatory
	 	 	 
	 	For institutions requiring a second signature line:
	 	 
	 	







By:






	 
	 	 	Name: 









	 	 	Title:








 


[Signature Page to Priority Payments – Second Amendment
to Credit Agreement].